Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2025, Fidelity Private Credit Fund (the "Fund") entered into a Master Note Purchase Agreement (the "Note Purchase Agreement") governing the issuance of $105,000,000 in aggregate principal amount of its 6.15% Series 2025A Senior Notes (the "Series 2025A Notes") and $105,000,000 in aggregate principal amount of its 6.50% Series 2025B Senior Notes (the "Series 2025B Notes" and, together with the Series 2025A Notes, the "Notes") to qualified institutional investors in a private placement.

The Series 2025A Notes were issued on June 12, 2025, will mature on June 12, 2028 unless redeemed, purchased or prepaid prior to such date by the Fund or its affiliates in accordance with their terms and have a fixed interest rate of 6.15% per annum. The Series 2025B Notes were issued on June 12, 2025, will mature on June 12, 2030 unless redeemed, purchased or prepaid prior to such date by the Fund or its affiliates in accordance with their terms and have a fixed interest rate of 6.50% per annum. Interest on the Notes will be due semiannually. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the Series 2025A Notes and the Series 2025B Notes) in the event that, subject to certain exceptions, the Notes cease to have an investment grade rating and the Fund's minimum secured debt ratio exceeds certain thresholds.

The Notes are general unsecured obligations of the Fund that rankpari passuwith all outstanding and future unsecured, unsubordinated indebtedness issued by the Fund.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants, such as information reporting, maintenance of the Fund's status as a business development company within the meaning of the Investment Company Act of 1940, as amended, a minimum consolidated net worth test and a minimum asset coverage ratio. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Fund or subsidiary guarantors, certain judgments and orders, and certain events of bankruptcy.

In addition, the Fund is obligated to offer to repay the Notes at par if certain change in control events occur.

The Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the "Securities Act"). The Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. The Fund intends to use the net proceeds from this offering for its general corporate purposes.

The information on this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The description above is only a summary of the material provisions of the Note Purchase Agreement and is qualified in its entirety by reference to the copy of the Note Purchase Agreement which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.03 Creation of Direct Financial Obligation

The information included under Item 1.01 above regarding the Note Purchase Agreement is incorporated by reference into this Item 2.03.